Manager's Non-Competition Agreement Sample Clauses

Manager's Non-Competition Agreement. Each Manager acknowledges that in the course of his or her employment with the Partnership, TransWestern and their predecessors he or she has become familiar with TransWestern's trade secrets and with other confidential information concerning the Company, the Partnership, TransWestern and their predecessors and that his or her services have been and will be of special, unique and extraordinary value to the Partnership, the Company and TransWestern. Therefore, such Manager agrees that, for the period commencing on the Closing Date and ending on the later of the second anniversary of the Closing Date and the first anniversary of the date of termination of such Manager's employment with TransWestern or its subsidiaries (the "Noncompete Period"), he or she shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage in any yellow page directory publishing business or any business competing for the same customers as the businesses of the TransWestern or its subsidiaries as such businesses exist or are in process during the Noncompete Period within any markets (or markets contiguous thereto) in which the TransWestern or its subsidiaries engage or plan to engage in such businesses during the Noncompete Period. Nothing herein shall prohibit such Manager from (i) being a passive owner of not more than 5% of the outstanding stock of any class of any corporation, so long as such Manager has no active participation in the business of such corporation or (ii) becoming employed by a competitor; provided that such Manager is not directly or indirectly responsible for, or does not have control over, the business of such competitor which directly competes with any of the businesses of the Partnership, TransWestern or its subsidiaries.
Sample 1
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Related to Manager's Non-Competition Agreement

  • Non-Competition Agreement (a) Subject to Sections 5(d) and (f) and Section 12, Employee will not, during the period of his employment by or with the Company, and for a period of two (2) years immediately following the termination of his employment with the Company, for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business or entity of whatever nature:

  • Employment and Non-Competition Agreements The employees of Target set forth on Schedule 5.17 shall have accepted employment with Acquiror and shall have entered into an Employment and Non-Competition Agreement substantially in the form attached hereto as Exhibits H-1, et. seq.

  • Non-Competition Agreements Except as described in the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, directors or executive officers of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his, her or its ability to be and act in the capacity of shareholder, executive officer or director of the Company, as applicable.

  • Non-Competition and Non-Solicitation Agreement Without the prior written consent of the Company, Employee shall not, during the term of this Agreement, or for a two (2) year period of time following the date of termination of this Agreement or the termination of Employee's employment with the Company:

  • Confidentiality and Non-Competition Agreement All employees of the Group Companies with access to Groups Companies’ confidential information have entered into a standard confidentiality and non-competition agreements. To the best of knowledge of the Group Companies, none of these employees are in breach of such agreements in any material respect. To the best knowledge of the Group Companies and except as disclosed in the Disclosure Schedule, none of the Key Employees (as defined below) is obligated under any contract, or subject to any judgment, decree or order of any Governmental Authority, that would interfere with the use of his or her best efforts to promote the interests of the Group Companies or that would conflict with the Group Companies’ businesses as proposed to be conducted. To the best knowledge of the Group Companies, neither the execution or delivery of this Agreement or the other Transaction Documents, nor the carrying on of the any Group Company’s businesses by its employees, nor the conduct of the any Group Company’s businesses as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated in any material respect.

  • Employment and Noncompetition Agreements The Employment and Noncompetition Agreements referred to in Sections 7.1 and 8.3, duly executed by the persons referred to in such Sections.

  • Noncompetition Agreement In consideration of the compensation paid or payable to Executive by the Company pursuant to this Agreement (including, but not limited to, Section 2 hereof), Executive hereby agrees as follows:

  • Non-Competition and Non-Solicitation Agreements The Selling Member shall have entered into a Non-Competition and Non-Solicitation Agreement with the Buyer in substantially the form attached hereto as Exhibit F.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Noncompetition Agreements Purchaser shall have executed and delivered to each Seller a Noncompetition Agreement substantially in the form attached hereto as Schedule 6.5(a).

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